EXHIBIT 4.6.4
FOURTH AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(herein called this "Amendment") is dated as of November 4, 2002 (but effective
on the Effective Date, defined below in Section 3.1) by and among Chesapeake
Exploration Limited Partnership, an Oklahoma limited partnership ("Borrower"),
Chesapeake Energy Corporation, an Oklahoma corporation ("Company"), Bear Xxxxxxx
Corporate Lending Inc., as syndication agent ("Syndication Agent"), Union Bank
of California, N.A., as administrative agent and collateral agent
("Administrative Agent"), and the several banks and other financial institutions
or entities parties hereto ("Lenders").
WITNESSETH:
WHEREAS, Borrower, Company, Syndication Agent, Administrative Agent and
Lenders entered into that certain Second Amended and Restated Credit Agreement
dated as of June 11, 2001 (as amended, supplemented, or restated to the date
hereof, the "Original Agreement"), for the purpose and consideration therein
expressed, whereby Lenders became obligated to make loans to Borrower as therein
provided; and
WHEREAS, Borrower, Company, Syndication Agent, Administrative Agent and
Lenders desire to amend the Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original Agreement, in
consideration of the loans which may hereafter be made by Lenders to Borrower,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
Definitions and References
Section 1.1. Terms Defined in the Original Agreement. Unless the
context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever
used in this Amendment.
Section 1.2. Other Defined Terms. Unless the context otherwise
requires, the following terms when used in this Amendment shall have the
meanings assigned to them in this Section 1.2.
"Addendum" means an instrument, substantially in the form of
Exhibit C, by which a Lender becomes a party to this Amendment as of
the Effective Date.
"Amendment" means this Fourth Amendment to Second Amended and
Restated Credit Agreement.
"Credit Agreement" means the Original Agreement as amended
hereby.
"Effective Date" has the meaning given to such term in Section
3.1.
"Exiting Lenders" means the Lenders that have not executed and
delivered to Administrative Agent an Addendum on or prior to the
Effective Date.
ARTICLE II.
Amendments
Section 2.1. Defined Terms. The definition of "Collateral Coverage
Ratio" in Section 1.1 of the Original Agreement is hereby amended in its
entirety to read as follows:
" 'Collateral Coverage Ratio': at any time, the ratio of (a)
the Collateral Value to (b) the greater of (i) the Borrowing Base and
(ii) the Total Revolving Extensions of Credit then outstanding."
Section 2.2. Revolving Commitments. The first sentence of paragraph (a)
of Section 2.1 of the Original Agreement is hereby amended in its entirety to
read as follows:
"Subject to the terms and conditions hereof, each Lender severally
agrees to make revolving credit loans ("Revolving Loans") to the
Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when
added to such Lender's Revolving Percentage of the L/C Obligations then
outstanding, does not exceed such Lender's Revolving Commitment;
provided, that, after giving effect thereto, the aggregate amount of
Revolving Extensions of Credit then outstanding shall not exceed the
lesser of (i) the Senior Debt Limit at such time and (ii) the Borrowing
Base then in effect."
Section 2.3. Termination or Reduction of Revolving Commitments. The
first sentence of Section 2.4 of the Original Agreement is hereby amended in its
entirety to read as follows:
"The Borrower shall have the right, upon not less than three Business
Days' notice to the Administrative Agent, to terminate the Revolving
Commitments or, from time to time, to reduce the amount of the
Revolving Commitments; provided that no such termination or reduction
of Revolving Commitments shall be permitted if, after giving effect
thereto and to any prepayments of the Revolving Loans made on the
effective date thereof, the Total
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Revolving Extensions of Credit would exceed the lesser of the Borrowing
Base and the Total Revolving Commitments."
Section 2.4. L/C Commitments. The first sentence of paragraph (a) of
Section 2.5 of the Original Agreement is hereby amended in its entirety to read
as follows:
"Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Lenders set forth in Section
2.8(a), agrees to issue letters of credit ("Letters of Credit") for the
account of the Borrower on any Business Day during the Revolving
Commitment Period in such form as may be approved by the Issuing
Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance,
(i) the L/C Obligations would exceed the L/C Commitment or (ii) the
Total Revolving Extensions of Credit then outstanding would exceed the
lesser of (A) the Senior Debt Limit at such time, (B) the Borrowing
Base then in effect and (c) the Total Revolving Commitments."
Section 2.5. Procedure for Issuance of Letter of Credit. The second
sentence of Section 2.6 of the Original Agreement is hereby amended to insert
the word "and" immediately before clause (ii) thereof and to delete the phrase
"and (iii) if (x) such issuance is requested on or after the Extension Date and
(y) the Outstanding 7-7/8% Note Amount is greater than $10,000,000 at such time,
the Outstanding 7/7/8% Note Amount shall not exceed the lesser of the Available
Revolving Commitments of the Lenders and the Unused Borrowing Base" in its
entirety.
Section 2.6. Mandatory Prepayments. The first sentence of paragraph (b)
of Section 3.2 of the Original Agreement is hereby amended to replace clause (A)
with "(A) the Total Revolving Extensions of Credit".
Section 2.7. New Lenders. The Original Agreement is hereby amended to
add a new Section 10.6A thereto immediately following Section 10.6 thereof to
read as follows:
"Section 10.6A. Procedure for Increases and Addition of New
Lenders. So long as no Default or Event of Default has occurred and is
continuing Borrower shall have the right to increase the aggregate
Revolving Commitment by obtaining additional Revolving Commitments
without the consent of Lenders (the amount of such increase is herein
called the "Increase"), either from one or more of the existing Lenders
or another lending institution provided that (a) Borrower shall have
notified Administrative Agent of the amount of the Increase at least
three Business Days prior to the proposed effective date thereof, (b)
if the Increase is provided by a lending institution that is not then
an existing Lender, Administrative Agent shall have approved such new
Lender, such approval not to be unreasonably withheld, (c) the
resulting Total Revolving Commitments shall not exceed the amount of
$250,000,000, (d) the procedure described below in this Section shall
have been complied with, (e) Borrower shall be in compliance with the
Collateral Coverage Ratio, and (f) Borrower shall pay any amounts owing
under Section 3.11 in connection with the prepayment of Eurodollar
Loans, if any, necessary to give effect to the Lenders' revised
Revolving Percentages. It is expressly understood and agreed that
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Lenders and Administrative Agent have no obligation to agree upon or
designate the Borrowing Base at any particular amount after giving
effect to any Increase. Any amendment hereto for such an Increase shall
be in the form attached hereto as Exhibit J and shall only require the
written signatures of Administrative Agent, Borrower and the Lender(s)
being added or increasing their Revolving Commitment. In addition,
within a reasonable time after the effective date of any Increase, the
Administrative Agent shall, and is hereby authorized and directed to,
revise Schedule 1.1A reflecting such Increase and shall distribute such
revised Schedule 1.1A to each of the Lenders and Borrower, whereupon
such revised Schedule 1.1A shall replace the old Schedule 1.1A and
become part of this Agreement. On the Business Day following any such
Increase, all outstanding Revolving Loans shall be reallocated among
the Lenders (including any newly added Lenders) in accordance with the
Lenders' respective revised Revolving Percentages."
Section 2.8. Commitments. Schedule 1.1A to the Original Agreement is
hereby amended in its entirety to read as set forth in Exhibit A attached
hereto.
Section 2.9. Joinder Agreement. The Original Agreement is hereby
amended to add a new Exhibit J thereto immediately following Exhibit I thereof
to read as set forth in Exhibit B attached hereto.
Section 2.10. Redetermination of the Borrowing Base and Collateral
Value. In accordance with Section 2.13 of the Credit Agreement, Borrower,
Administrative Agent and Lenders hereby agree that from the date hereof:
(a) until the next date hereafter as of which the Borrowing Base is
redetermined, the Borrowing Base shall be $250,000,000; and
(b) until the next date hereafter as of which the Collateral Value is
redetermined, the Collateral Value shall be $500,849,800.
ARTICLE III.
Conditions of Effectiveness; Closing
Section 3.1. Effective Date. This Amendment shall become effective on
the date when all of the following conditions precedent have been satisfied (the
"Effective Date"), provided that the Effective Date may occur no later than
November 8, 2002 unless agreed to in writing by Administrative Agent and
Borrower.
(a) Administrative Agent shall have received, at Administrative Agent's
office, duly executed and delivered and in form and substance satisfactory to
Administrative Agent, all of the following:
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(i) this Amendment duly executed by Borrower, Company and
Administrative Agent;
(ii) an Addendum duly executed by each Lender (other than the
Exiting Lenders) and the aggregate Revolving Commitments of such
executing Lenders must be at least equal to the amount of $210,000,000;
(iii) the Consent Agreement attached hereto duly executed by
all Subsidiary Guarantors;
(iv) a favorable opinion of Commercial Law Group, counsel for
the Company, Borrower and the Subsidiary Guarantors, substantially in
the form set forth in Exhibit F of the Original Agreement;
(v) an "Omnibus Certificate" of the Secretary and of the
Chairman of the Board or President of the general partner of Borrower,
which shall contain the names and signatures of the officers of the
general partner of Borrower authorized to execute Loan Documents and
which shall certify to the truth, correctness and completeness of the
following exhibits attached thereto: (1) a copy of resolutions attached
thereto duly adopted by the Board of Directors of the general partner
of Borrower and in full force and effect at the time this Amendment is
entered into, authorizing the execution of this Amendment and the other
Loan Documents delivered or to be delivered in connection herewith and
the consummation of the transactions contemplated herein and therein,
(2) a copy of the charter documents of Borrower and of the general
partner of Borrower and all amendments thereto, certified by the
appropriate official of the Borrower's state and general partner's
state of organization, and (3) a copy of any bylaws of the general
partner of Borrower previously delivered to Agent and Lenders in
connection with the Original Agreement (which may, with respect to any
such charter documents or bylaws, reference documents previously
delivered in connection with the Original Agreement);
(vi) a "Compliance Certificate" of the Chairman of the Board
or President and of the chief financial officer of the Company, which
shall contain (1) a certification by such officers as to the
satisfaction of the conditions set out in subsections (a), (b), and (c)
of Section 5.2 of the Original Agreement and (2) the calculations
required to determine the Senior Debt Limit (along with the supporting
documentation described in Section 5.2(c) of the Original Agreement);
(vii) documents similar to those specified in subsection (v)
of this Section with respect to each Subsidiary Guarantor (which may,
with respect to charter documents or bylaws, reference documents
previously delivered in connection with the Original Agreement); and
(viii) such other supporting documents as Administrative Agent
may reasonably request.
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(a) Borrower shall have paid, in connection with such Loan Documents,
all recording, handling, amendment and other fees required to be paid to
Administrative Agent pursuant to any Loan Documents.
(b) Borrower shall have paid, in connection with such Loan Documents,
all other fees and reimbursements to be paid to Administrative Agent pursuant to
any Loan Documents, or otherwise due Administrative Agent and including fees and
disbursements of Administrative Agent's attorneys.
Section 3.2. Special Effective Date Provisions.
(a) From and after the Effective Date, (i) each Exiting Lender shall
cease to be a party to the Credit Agreement, (ii) no Exiting Lender shall have
any obligations or liabilities under the Credit Agreement with respect to the
period from and after the Effective Date and, without limiting the foregoing, no
Exiting Lender shall have any Revolving Commitment under the Credit Agreement or
any participation on any Letter of Credit outstanding thereunder and (iii) no
Exiting Lender shall have any rights under the Credit Agreement or any other
Loan Document (other than rights under the Credit Agreement expressly stated to
survive the termination of the Credit Agreement and the repayment of amounts
outstanding thereunder).
(b) Lenders hereby authorize Administrative Agent and Borrower to
request Revolving Loans from the Lenders (other than the Exiting Lenders), to
make prepayments of Revolving Loans and to reduce commitments under the Credit
Agreement among Lenders in order to ensure that, upon the effectiveness of this
Amendment, the Revolving Loans of the Lenders shall be outstanding on a ratable
basis in accordance with their respective Revolving Percentages and that the
Revolving Commitments shall be as set forth on Schedule 1.1A of the Credit
Agreement, as amended hereby, and no such borrowing, prepayment or reduction
shall violate any provisions of the Credit Agreement. Lenders hereby confirm
that, from and after the Effective Date, all participants of Lenders in respect
of Letters of Credit outstanding under the Credit Agreement pursuant to
subsection 2.8(a) thereof shall be based upon the Revolving Percentages of
Lenders (after giving effect to this Amendment).
(c) Lenders hereby waive any requirements for minimum amounts of
prepayments of Revolving Loans, ratable reductions of the Revolving Commitments
of Lenders under the Credit Agreement and ratable payments on account of the
principal or interest of any Revolving Loan under the Credit Agreement to the
extent such prepayment, reductions or payments are required pursuant to Section
3.2(b).
(d) The Borrower hereby terminates, effective as of the Effective Date,
in full the commitments under the Credit Agreement of the Exiting Lenders.
Borrower and Lenders hereby authorize Administrative Agent to enter into
appropriate documentation with the Exiting Lenders confirming such terminations.
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ARTICLE IV.
Representations and Warranties
Section 4.1. Representations and Warranties of Borrower. In order to
induce each Lender to enter into this Amendment, Borrower represents and
warrants to each Lender that:
(a) The representations and warranties contained in Section 4 of the
Original Agreement are true and correct at and as of the time of the
effectiveness hereof, except to the extent that the facts on which such
representations and warranties are based have been changed by the extension of
credit under the Credit Agreement.
(b) The Company and Borrower are duly authorized to execute and deliver
this Amendment and are and will continue to be duly authorized to borrow monies
and to perform their respective obligations under the Credit Agreement. The
Company and Borrower have duly taken all corporate or partnership action
necessary to authorize the execution and delivery of this Amendment and to
authorize the performance of the obligations of the Company and Borrower
hereunder.
(c) The execution and delivery by the Company and Borrower of this
Amendment, the performance by the Company and Borrower of its obligations
hereunder and the consummation of the transactions contemplated hereby do not
and will not conflict with any provision of law, statute, rule or regulation or
of the certificate of incorporation, bylaws, or agreement of limited partnership
of the Company or Borrower (as applicable), or of any material agreement,
judgment, license, order or permit applicable to or binding upon the Company or
Borrower, or result in the creation of any lien, charge or encumbrance upon any
assets or properties of the Company or Borrower. Except for those which have
been obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required in connection with the
execution and delivery by the Company and Borrower of this Amendment or to
consummate the transactions contemplated hereby.
(d) When duly executed and delivered, each of this Amendment and the
Credit Agreement will be a legal and binding obligation of the Company and
Borrower, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or similar laws of general application relating to the
enforcement of creditors' rights and by equitable principles of general
application.
(e) The audited annual consolidated financial statements of the Company
dated as of December 31, 2001 and the unaudited quarterly consolidated financial
statements of the Company dated as of June 30, 2002 fairly present the
consolidated financial position at such dates and the consolidated statement of
operations and the changes in consolidated financial position for the periods
ending on such dates for the Company. Copies of such financial statements have
heretofore been delivered to each Lender. Since such dates no material adverse
change has occurred in the financial condition or businesses or in the
consolidated financial condition or businesses of the Company.
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ARTICLE V.
Miscellaneous
Section 5.1. Ratification of Agreements. The Original Agreement as
hereby amended is hereby ratified and confirmed in all respects. Any reference
to the Credit Agreement in any Loan Document shall be deemed to be a reference
to the Original Agreement as hereby amended. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lenders under the Credit
Agreement, the Notes, or any other Loan Document nor constitute a waiver of any
provision of the Credit Agreement, the Notes or any other Loan Document.
Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by the Company, Borrower or any
Subsidiary Guarantor hereunder or under the Credit Agreement to any Lender shall
be deemed to constitute representations and warranties by, and/or agreements and
covenants of, such Loan Party under this Amendment and under the Credit
Agreement.
Section 5.3. Loan Documents. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.
Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York and any
applicable laws of the United States of America in all respects, including
construction, validity and performance.
Section 5.5. Counterparts; Fax. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment may be validly executed by facsimile or
other electronic transmission.
Section 5.6. Amendment Fee. In consideration of this Amendment,
provided that all Lenders are signatory to this Amendment on or before 5:00
p.m., Dallas, Texas time on the date hereof, Borrower will pay to Administrative
Agent, for the account of each Lender, an amendment fee determined by
multiplying .50% times such Lender's Revolving Commitment, which shall be due
and payable on the date hereof.
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THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
By: Chesapeake Operating, Inc., its general
partner
By: /s/ XXXXXX X. XXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President
Human Resources
CHESAPEAKE ENERGY CORPORATION
By: /s/ XXXXXX X. XXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President
Human Resources
UNION BANK OF CALIFORNIA, N.A.
Administrative Agent, Collateral Agent, Issuing
Lender and Lender
By: /s/ XXXXXXX XXXXXXXXX
------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
By: /s/ XXXX XXXXXX
------------------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
EXHIBIT A
to
Fourth Amendment to Second Amended and Restated Credit Agreement
SCHEDULE 1.1A
COMMITMENTS
NAME OF LENDER REVOLVING COMMITMENT
Bank of Oklahoma, N.A. $ 17,500,000
Bank of Scotland 17,500,000
Bear Xxxxxxx Corporate Lending Inc. 15,000,000
BNP Paribas 22,500,000
Comerica Bank - Texas 17,500,000
Compass Bank 17,500,000
Credit Lyonnais New York Branch 10,000,000
Natexis Banque Populaires 7,500,000
PNC Bank, National Association 10,000,000
RZB Finance LLC 10,000,000
Sumitomo Mitsui Banking Corporation 5,000,000
Toronto Dominion (Texas), Inc. 22,500,000
Union Bank of California, N.A. 25,000,000
Washington Mutual Bank, FA 25,000,000
----------
TOTAL REVOLVING COMMITMENT $222,500,000
EXHIBIT B
to
Fourth Amendment to Second Amended and Restated Credit Agreement
EXHIBIT J
FORM OF AMENDMENT FOR AN INCREASED OR NEW COMMITMENT
This AMENDMENT is made as of the _____ day of __________, 200_ by and
among Chesapeake Exploration Limited Partnership, an Oklahoma limited
partnership ("Borrower"), Union Bank of California, N.A., as administrative
agent and collateral agent ("Administrative Agent"), and
_________________________ ("Supplemental Lender").
Borrower, Administrative Agent and certain other Lenders, as described
therein, are parties to that certain Second Amended and Restated Credit
Agreement dated as of June 11, 2001 (as amended, supplemented, or restated, the
"Credit Agreement"). All terms used herein and not otherwise defined shall have
the same meaning given to them in the Credit Agreement.
Pursuant to Section 10.6A of the Credit Agreement, Borrower has the
right to increase the aggregate Revolving Commitment by obtaining additional
Revolving Commitments upon satisfaction of certain conditions. This Amendment
requires only the signature of Borrower, Administrative Agent and Supplemental
Lender so long as the Aggregate Commitment is not increased above the amount
permitted by the Credit Agreement.
Supplemental Lender is either (a) an existing Lender which is
increasing its Revolving Commitment or (b) a new Lender which is a lending
institution whose identity Administrative Agent will approve by its signature
below.
In consideration of the foregoing, such Supplemental Lender, from and
after the date hereof shall have a **[Revolving Commitment of $_______________
and if it is a new Lender, Supplemental Lender hereby assumes all of the rights
and obligations of a Lender under the Credit Agreement.]**
Borrower has executed and delivered to Supplemental Lender as of the
date hereof, if requested by Supplemental Lender, a new or amended and restated
Note in the form attached to the Credit Agreement as Exhibit H to evidence the
new or increased Revolving Commitment of Supplemental Lender.
IN WITNESS WHEREOF, Administrative Agent, Borrower and Supplemental
Lender have executed this Amendment as of the date shown above.
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
By: Chesapeake Operating, Inc., its general
partner
By:
----------------------------------------
Name:
Title:
[SUPPLEMENTAL LENDER]
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
EXHIBIT C
to
Fourth Amendment to Second Amended and Restated Credit Agreement
LENDER ADDENDUM
The undersigned Lender (i) consents to the Fourth Amendment to Second
Amended and Restated Credit Agreement, dated as of November 4, 2002 (the
"Amendment"), among Chesapeake Exploration Limited Partnership, an Oklahoma
limited partnership (the "Borrower"),
Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company"), and Union Bank of California, N.A., as
administrative agent and collateral agent (in such capacities, the
"Administrative Agent") and agrees to all of the provisions thereof and (ii)
becomes a party thereto, as a Lender, with obligations applicable to such Lender
thereunder, including, without limitation, the obligation to make extensions of
credit to the Borrower in an aggregate principal amount not to exceed the amount
of its Revolving Commitment, as the case may be, as set forth opposite the
undersigned Lender's name in Schedule 1.1A to the Credit Agreement, as such
amount may be changed from time to time as provided in the Credit Agreement.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
----------------------------------------
(Name of Lender)
By:
----------------------------------------
Name:
Title:
Dated as of November 4, 2002
Fourth Amendment
CONSENT AND AGREEMENT
By its execution below, each Guarantor hereby (i) consents to the
provisions of this Amendment and the transactions contemplated herein, (ii)
ratifies and confirms the Guarantee Agreement dated as of June 11, 2001 made by
it for the benefit of Administrative Agent and Lenders (as modified by certain
Assumption Agreements) and the other Loan Documents executed pursuant to the
Credit Agreement (or any prior amendment or supplement to the Credit Agreement),
(iii) agrees that all of its respective obligations and covenants thereunder
shall remain unimpaired by the execution and delivery of this Amendment and the
other documents and instruments executed in connection herewith, and (iv) agrees
that the Guarantee Agreement and such other Loan Documents shall remain in full
force and effect.
CHESAPEAKE ENERGY CORPORATION
By: /s/ XXXXXX X. XXXXXX
------------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
THE XXXX COMPANY, INC.
By: /s/ XXXXXX X. XXXXXX
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE ACQUISITION CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE ENERGY LOUISIANA CORPORATION
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE OPERATING, INC.
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
CHESAPEAKE ROYALTY COMPANY
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE-STAGHORN ACQUISITION L .P.
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ XXXXXX X. XXXXXX
-----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
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CHESAPEAKE LOUISIANA, L.P.
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
GOTHIC ENERGY CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
GOTHIC PRODUCTION CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
NOMAC DRILLING CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
XXXXXX ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
SAP ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE MOUNTAIN FRONT CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE KNAN ACQUISITION CORPORATION
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE FOCUS CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE ENO ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE BETA CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE DELTA CORP.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
CHESAPEAKE SIGMA, L.P.
By: CHESAPEAKE OPERATING, INC., its General Partner
By: /s/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer and Sr. Vice President Human Resources
